Common use of Seller’s Closing Certificate Clause in Contracts

Seller’s Closing Certificate. At the Closing, Seller shall deliver to Buyer a certificate of the Secretary or another officer of Seller, dated the Closing Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Documents and (ii) the attached copies of Seller’s organizational documents and resolutions adopted by Seller’s Board of Directors authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby.

Appears in 3 contracts

Samples: Payment Interest Purchase Agreement (Aptevo Therapeutics Inc.), Payment Interest Purchase Agreement (XOMA Corp), Royalty Purchase Agreement (Aptevo Therapeutics Inc.)

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Seller’s Closing Certificate. At the Closing, the Seller shall deliver to the Buyer a certificate of the Secretary or another officer of the Seller, dated as of the Closing Date, certifying as to (i) as to the incumbency of the officers officer of the Seller executing the Transaction Documents this Agreement, and (ii) as to the attached copies of Seller’s organizational documents certificate of incorporation, bylaws and resolutions adopted by the Seller’s Board board of Directors directors authorizing the execution and delivery by the Seller of the Transaction Documents this Agreement and the consummation by the Seller of the transactions contemplated therebyhereby (the “Seller Closing Certificate”).

Appears in 2 contracts

Samples: Royalty Purchase Agreement (XOMA Corp), Royalty Purchase Agreement (LadRx Corp)

Seller’s Closing Certificate. At the Closing, the Seller shall deliver to the Buyer a certificate of the Secretary or another officer of the Seller, dated as of the Closing Date, certifying as to (i) as to the incumbency of the officers officer of the Seller executing the Transaction Documents this Agreement and (ii) as to the attached copies of Seller’s organizational documents certificate of incorporation, bylaws and resolutions adopted by the Seller’s Board board of Directors directors authorizing the execution and delivery by the Seller of the Transaction Documents this Agreement and the consummation by the Seller of the transactions contemplated therebyhereby (the “Seller Closing Certificate”).

Appears in 1 contract

Samples: Royalty Purchase Agreement (PTC Therapeutics, Inc.)

Seller’s Closing Certificate. At the Closing, Seller shall deliver to Buyer Purchaser a certificate of the Secretary or another officer of Seller, dated the Closing Date, certifying as to (i) the incumbency of the officers officer (or officers) of Seller executing the Transaction Documents and (ii) the attached copies of Seller’s organizational documents and resolutions adopted by Seller’s Board of Directors authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby.

Appears in 1 contract

Samples: Royalty Purchase Agreement (Omeros Corp)

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Seller’s Closing Certificate. At the 2023 Closing, the Seller shall deliver to the Buyer a certificate of the Secretary or another officer of the Seller, dated as of the 2023 Closing Date, certifying as to (i) as to the incumbency of the officers officer of the Seller executing the Transaction Documents this Agreement and (ii) as to the attached copies of Seller’s organizational documents certificate of incorporation, bylaws and resolutions adopted by the Seller’s Board board of Directors directors authorizing the execution and delivery by the Seller of the Transaction Documents this Agreement and the consummation by the Seller of the transactions contemplated therebyhereby (the “Seller Closing Certificate”).

Appears in 1 contract

Samples: Royalty Purchase Agreement (PTC Therapeutics, Inc.)

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